Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 03, 2015 | |
Document and Entity Information: | ||
Entity Registrant Name | SMSA BALLINGER ACQUISITION CORP | |
Entity Trading Symbol | smba | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Amendment Flag | false | |
Entity Central Index Key | 1,567,900 | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 10,030,612 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 |
Balance Sheets
Balance Sheets - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Current Assets | ||
Cash on hand and in bank | $ 73 | $ 119 |
Total Assets | 73 | 119 |
Current Liabilities | ||
Accounts payable and accrued expenses | 0 | 1,500 |
Total Liabilities | $ 0 | $ 1,500 |
Commitments and Contingencies | ||
Stockholders' Deficit | ||
Preferred stock - $0.001 par value 10,000,000 shares authorized. None issued and outstanding | $ 0 | $ 0 |
Common stock - $0.001 par value. 100,000,000 shares authorized. 10,030,612 and 10,030,612 shares issued and outstanding, respectively | 10,031 | 10,031 |
Additional paid-in capital | 61,045 | 31,738 |
Accumulated deficit | (71,003) | (43,150) |
Total Stockholders' Deficit | 73 | (1,381) |
Total Liabilities and Stockholders' Deficit | $ 73 | $ 119 |
Balance Sheets Parentheticals
Balance Sheets Parentheticals - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Parentheticals | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 100,000,000 | 100,000,000 |
Common Stock, shares issued | 10,030,612 | 10,030,612 |
Common Stock, shares outstanding | 10,030,612 | 10,030,612 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
REVENUES | ||||
Net sales | $ 0 | $ 0 | $ 0 | $ 0 |
Expenses | ||||
Professional fees | 3,500 | 14,000 | 27,587 | 21,398 |
Bank Service Charges | 71 | 0 | 71 | 0 |
Other general and administrative expenses | 0 | 36 | 195 | 96 |
Total expenses | 3,571 | 14,036 | 27,853 | 21,494 |
Net loss | $ (3,571) | $ (14,036) | $ (27,853) | $ (21,494) |
Loss per share outstanding, - basic and fully diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted-average number of shares of common stock outstanding - basic and fully diluted | 10,030,612 | 10,030,612 | 10,030,612 | 10,030,612 |
Statements of Cash Flows (unaud
Statements of Cash Flows (unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash Flows from Operating Activities | ||
Net loss for the period | $ (27,853) | $ (21,494) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Increase (decrease) in accounts payable and accrued expenses | (1,500) | 10,250 |
Net cash used in operating activities | (29,353) | (11,244) |
Cash Flows from Investing Activities | 0 | 0 |
Cash Flows from Financing Activities | ||
Additional capital contributed to support operations | 29,307 | 1,900 |
Net cash provided by financing activities | 29,307 | 1,900 |
Increase (Decrease) in Cash | (46) | (9,344) |
Cash at beginning of period | 119 | 9,500 |
Cash at end of period | 73 | 156 |
Supplemental Disclosure of Interest and Income Taxes Paid | ||
Interest paid during the period | 0 | 0 |
Income taxes paid during the period | $ 0 | $ 0 |
Background and Description of B
Background and Description of Business | 9 Months Ended |
Sep. 30, 2015 | |
Background and Description of Business | |
Background and Description of Business | Note A - Background and Description of Business SMSA Ballinger Acquisition Corp. (Company) was organized on October 4, 2011 as a Nevada corporation to effect the reincorporation of Senior Management Services of Heritage Oaks at Ballinger, Inc., a Texas corporation, (the Companys predecessor company) mandated by the August 1, 2007 plan of reorganization discussed below. The Companys emergence from Chapter 11 of Title 11 of the United States Code on August 1, 2007 created the combination of a change in majority ownership and voting control - that is, loss of control by the then-existing stockholders, a court-approved reorganization, and a reliable measure of the entitys fair value - resulting in a fresh start, creating, in substance, a new reporting entity. Accordingly, the Company, post bankruptcy, had no significant assets, liabilities or operating activities. Therefore, the Company, as a new reporting entity, qualified as a development stage enterprise as defined in Development Stage Entities topic of the FASB Accounting Standards Codification and Rule 12b-2 under the Securities Exchange Act of 1934, (Exchange Act). On August 1, 2013, the Company entered into a share purchase agreement with Orsolya Peresztegi, also known as Orsolya Peresztegi Halter, pursuant to which she acquired 9.5 million shares of the Companys common stock for $9,500 cash or $0.001 per share. As a result of this transaction, there was a change in control of the Company with Ms. Peresztegi owning 94.7% of its 10,030,612 outstanding shares of common stock. The Company entered into a distributor agreement on August 1, 2013. The distributor agreement granted the Company the exclusive right to sell products of Snotarator, LLC, a Frisco, Texas based Texas limited liability company. The distribution rights are limited to countries within South America. On May 15, 2015, the Company and Snotarator, L.L.C. extended the term of the distributor agreement from May 15, 2015 to May 15, 2017 by mutual written agreement. Currently the distributor agreement, as extended, relates to two products, Snotarator and Snotaphant nasal aspirator products. The Companys current business plan is to market and sell healthcare related consumer products in South America. Under the Snotarator distributor agreement the Company initially intends to market the Snotarator nasal aspirator products to major discount and drugstore retail stores which offer consumer healthcare products in Brazil and Chile. Additionally, the Company may offer its products directly to consumers through social media sites, internet retailers and by advertising on internet search engine websites. The Company will market and sell in South America other consumer products as may from time to time become available to it through the distributor agreement with Snotarator. The Company also may enter into distributorship and license agreements for additional consumer healthcare products with manufacturers and other healthcare product distributors, which activity is not precluded by the distribution agreement with Snotarator, LLC. On April 15, 2014, the Company engaged HFG Consulting LLC, a Dallas based business consulting firm, who has agreed, for no consideration, to assist the Company with its initial marketing efforts in South America. HFG Consulting LLC is an affiliate of Halter Financial Group, Inc. (HFG) and Halter Financial Investments LP (HFI), who owns 400,000 shares of the Companys common stock. Timothy P. Halter, a former officer and director of the Company, is a principal of HFG and HFI. HFG Consulting has developed relationships with accounting, legal and consulting firms in Sao Paulo, Brazil and Santiago, Chile. The Companys initial marketing strategy will be to ascertain through the South American business contacts of HFG Consulting whether or not its products and their price structure would be acceptable by consumers in Brazil and Chile. Additionally it is anticipated that such firms will introduce the Company and its products to slotting agents, product distribution firms and representatives of drugstores and other retail stores. The Company has initiated its marketing efforts by contacting merchandise representatives in Brazil and Chile to determine the viability of the Company obtaining shelf space for, and sales of, its products in drugstores and other retail outlets. However, as a result of Snotarator LLC making certain enhancements to its products, the Company estimates it will take until the end of fiscal 2015 to complete its initial marketing efforts. If the Company receives affirmative responses from such representatives, the Company intends to seek the engagement of the services of slotting agents, product distribution firms and independent commissioned sales personnel to assist the Company with the promotion, marketing and commercialization of its products in Brazil and Chile. The Company also will seek to enter into distributorship and license agreements for additional consumer healthcare products with manufacturers and other healthcare product distributors seeking to enter the Brazil and Chile markets or desiring to expand their products distribution in South America. The Company does not have any current arrangements, understandings or agreements with any sales companies, or sales personnel to sell or distribute its products nor does the Company have any arrangements, understandings or agreements with any person or entity relating to the manufacture, marketing or distribution of any products, including its Snotarator nasal aspirator products. |
Preparation of Financial Statem
Preparation of Financial Statements | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements: | |
Preparation of Financial Statements | Note B - Preparation of Financial Statements The Company follows the accrual basis of accounting in accordance with generally accepted accounting principles and has established a year-end for accounting purposes of December 31. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Companys system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented. The interim condensed financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC). Certain information and footnote disclosures normally included in the financial statements prepared in accordance with generally accepted accounting principles (U.S. GAAP) have been condensed or omitted pursuant to such rules and regulations, although we believe that the disclosures made are adequate to provide for fair presentation and a reasonable understanding of the information presented. The Interim Condensed Financial Statements and Managements Discussion and Analysis of Financial Condition and Results of Operations included in this Form 10-Q should be read in conjunction with the financial statements and the related notes, as well as Managements Discussion and Analysis of Financial Condition and Results of Operations, included in the Companys Annual Report on Form 10-k for the fiscal year ended December 31, 2014, previously filed with the SEC. In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair statement of financial position as of September 30, 2015, results of operations for the three and nine months ended September 30, 2015 and 2014, and cash flows for the nine months ended September 30, 2015 and 2014, as applicable, have been made. The results of operations for the nine months ended September 30, 2015 are not necessarily indicative of the operating results for the full fiscal year or any future periods. The accounting policies followed by the Company are set forth in Note D to the Companys financial statements included in this Quarterly Report on Form 10-Q and its Annual Report on Form 10-K for the year ended December 31, 2014, which is incorporated herein by reference. Specific reference is made to that report for a description of the Companys securities and the notes to financial statements. |
Going Concern Uncertainty
Going Concern Uncertainty | 9 Months Ended |
Sep. 30, 2015 | |
Going Concern Uncertainty: | |
Going Concern Uncertainty | Note C - Going Concern Uncertainty The Company has no revenues, nominal cash, no operating assets, has conducted limited business activities and has a business plan with inherent risk. Because of these factors, the Companys auditors have issued an audit opinion on the Companys annual financial statements which includes a statement describing our going concern status. This means, in the auditors opinion, substantial doubt about the Companys ability to continue as a going concern exists at the date of their opinion. On August 1, 2013, the Company entered into a distributor agreement with Snotarator LLC, a Frisco, Texas based limited liability company, (Snotarator) to obtain the exclusive right to sell the products of Snotarator in South America. Additionally, on August 1, 2013, the Company sold 9,500,000 shares of restricted, unregistered common stock to Orsolya Peresztegi Halter for $9,500, or $0.001 per share. There is no assurance that the Company will be able to successfully exploit the distributor agreement or, if successful, that such exploitation will result in the appreciation of our stockholders investment in the then outstanding common stock. The Company is dependent upon external sources of financing; including being fully dependent upon its majority stockholder to provide sufficient working capital to preserve the integrity of its corporate entity. It is the intent of the Companys majority stockholder to provide sufficient working capital necessary to support and preserve the integrity of the corporate entity; however, no formal commitment or arrangements to advance or loan funds to the Company or repay any such advances or loans exist. There is no legal obligation for the Companys majority stockholder to provide additional future funding. The Company and its majority stockholder are at the mercy of future economic trends and business operations for its majority stockholder to have the resources available to support the Company. Should this pledge fail to provide financing, the Company has not identified any alternative sources of working capital to support its operations. The Companys ultimate existence is dependent upon its ability to generate sufficient cash flows from operations to support its daily operations as well as provide sufficient resources to retire existing liabilities and obligations on a timely basis. The Company may compensate providers of service to it by issuance of common stock in lieu of cash. The Company anticipates offering equity or debt securities to potential investors through a private or public offering. However, there is no assurance that it will be able to obtain funding through the sales of additional equity or debt securities or, that such funding, if available, will be obtained on terms favorable to or affordable by the Company. The Companys Articles of Incorporation authorize the issuance of up to 10,000,000 shares of preferred stock and 100,000,000 shares of common stock. The Companys ability to issue these authorized but unissued shares of common and preferred stock may negatively impact its ability to raise additional capital through the sale of debt or equity securities. Additionally, if the Company issues preferred stock, the preferred stockholders may have rights, preferences and privileges senior to existing common stockholders which may also impede the Companys ability to raise capital through the sale of equity securities. In such a restricted cash flow scenario, the Company may be unable to complete its business plan steps, and would, instead, delay all cash intensive activities. Without necessary cash flow or additional funding, it may become dormant until such time as sufficient working capital becomes available. While the Company is of the opinion that good faith estimates of its ability to secure additional capital in the future to reach its goals have been made, there is no guarantee that it will receive sufficient funding to sustain operations or implement any future business plan steps. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Summary of Significant Accounting Policies: | |
Summary of Significant Accounting Policies | Note D - Summary of Significant Accounting Policies Cash and cash equivalents The Company considers all cash on hand and in banks, certificates of deposit and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Income taxes The Company files income tax returns in the United States of America and various states, as appropriate and applicable. As a result of the Companys bankruptcy action, the Company is no longer subject to U.S. federal, state and local, as applicable, income tax examinations by regulatory taxing authorities for any period prior to August 1, 2007. The Company uses the asset and liability method of accounting for income taxes. At September 30, 2015 and December 31, 2014, respectively, the deferred tax asset and deferred tax liability accounts, as recorded when material to the financial statements, are entirely the result of temporary differences. Temporary differences generally represent differences in the recognition of assets and liabilities for tax and financial reporting purposes, primarily accumulated depreciation and amortization, allowance for doubtful accounts and vacation accruals, as well as the potential impact of any net operating loss carryforwards (s) and their potential utilization. The Company has adopted the provisions required by the Income Taxes topic of the FASB Accounting Standards Codification. The Codification Topic requires the recognition of potential liabilities as a result of managements acceptance of potentially uncertain positions for income tax treatment on a more-likely-than-not probability of an assessment upon examination by a respective taxing authority. As a result of the implementation of Codifications Income Tax Topic, the Company did not incur any liability for unrecognized tax benefits. Income (Loss) per share Basic earnings (loss) per share is computed by dividing the net income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the respective period presented in our accompanying financial statements. Fully diluted earnings (loss) per share is computed similar to basic income (loss) per share except that the denominator is increased to include the number of common stock equivalents (primarily outstanding options and warrants). Common stock equivalents represent the dilutive effect of the assumed exercise of the outstanding stock options and warrants, using the treasury stock method, at either the beginning of the respective period presented or the date of issuance, whichever is later, and only if the common stock equivalents are considered dilutive based upon the Companys net income (loss) position at the calculation date. As of September 30, 2015 and 2014, respectively, the Company had no outstanding stock warrants, options or convertible securities which could be considered as dilutive for purposes of the loss per share calculation. |
New Accounting Pronouncements
New Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2015 | |
New Accounting Pronouncements: | |
New Accounting Pronouncements | Note E New Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which is the new, comprehensive revenue recognition standard that will supersede all existing revenue recognition guidance under GAAP. The standards core principle is that a company will recognize revenue when it transfers promised goods or services to a customer in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU is effective for annual and interim periods beginning on or after December 15, 2016, and early adoption is not permitted. Entities will have the option of using either a full retrospective approach or a modified approach to adopt the guidance in the ASU. The Company currently has no revenues and does not expect any impact of adopting this guidance. In June 2014 Accounting Standards Update 2014-10 removed the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. This ASU is effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early adoption is permitted. The Company adopted this ASU effective with the December 31, 2014 annual report on Form 10-K and its adoption resulted in the removal of previously required development stage. In June 2014, the FASB issued ASU 2014-12, Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could be Achieved after the Requisite Service Period. This ASU provides more explicit guidance for treating share-based payment awards that require a specific performance target that affects vesting and that could be achieved after the requisite service period as a performance condition. The new guidance is effective for annual and interim reporting periods beginning after December 15, 2015. The Company does not expect the adoption of this guidance to have a material impact on the financial statements. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions | |
Related Party Transactions | Note F - Related Party Transactions The Company does not have any special committee, policy or procedure related to the review, approval or ratification of related party transactions. HFG and/or HFI collectively contributed approximately $29,300 and $1,900 for the nine months ended September 30, 2015 and 2014, respectively, to support the Companys operations during such periods and was recorded as additional paid in capital. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value of Financial Instruments | |
Fair Value of Financial Instruments | Note G - Fair Value of Financial Instruments The carrying amount of cash and accounts payable, as applicable, approximates fair value due to the short term nature of these items and/or the current interest rates payable in relation to current market conditions. ASC 820, Fair Value Measurements and Disclosure, (ASC 820) defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, not adjusted for transaction costs. ASC 820 also establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels giving the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels are described below: Level 1 Inputs Unadjusted quoted prices in active markets for identical assets or liabilities that is accessible by the Company; Level 2 Inputs Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly; Level 3 Inputs Unobservable inputs for the asset or liability including significant assumptions of the Company and other market participants. |
Income Taxes
Income Taxes - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Income Taxes: | ||
Income Taxes | Note H - Income Taxes As of September 30, 2015, the Company has a net operating loss carryforward of approximately $71,000 to offset future taxable income after the effect of the August 2013 change in control transaction. The amount and availability of any net operating loss carryforwards will be subject to the limitations set forth in the Internal Revenue Code. Such factors as the number of shares ultimately issued within a three year look-back period; whether there is a deemed more than 50 percent change in control; the applicable long-term tax exempt bond rate; continuity of historical business; and subsequent income of the Company all enter into the annual computation of allowable annual utilization of any net operating loss carryforward(s). The Company's income tax expense (benefit) for the nine months ended September 30, 2015 and 2014 varied from the statutory rate of 34% as follows: Nine Month Ended September 30, 2015 2014 Statutory rate applied to income before income taxes $ (9,500 ) $ (7,300 ) Increase (decrease) in income taxes resulting from: State income taxes Other, including reserve for deferred tax asset and application of net operating loss carryforward 9,500 7,300 Income tax expense $ - $ - The Companys only temporary difference due to statutory requirements in the recognition of assets and liabilities for tax and financial reporting purposes, as of September 30, 2015 and December 31, 2014, respectively, relate solely to the Companys net operating loss carryforward(s). This difference gives rise to the financial statement carrying amounts and tax bases of assets and liabilities causing either deferred tax assets or liabilities, as necessary, as of September 30, 2015 and December 31, 2014, respectively: September 30, December 31, Deferred tax assets 2015 2014 Net operating loss carryforwards $ 24,100 $ 14,600 Less valuation allowance (24,100 ) (14,600 ) Net Deferred Tax Asset $ - $ - During the nine months ended September 30, 2015 and 2014, respectively, the valuation allowance for the deferred tax asset increased by approximately $9,500 and $7,300. Open tax years are from 2007 to 2015. | |
State income taxes | $ 0 | $ 0 |
Income tax expense | 0 | 0 |
Other, including reserve for deferred tax asset and application of net operating loss carryforward | 9,500 | 7,300 |
Statutory rate applied to income before income taxes | $ (9,500) | $ (7,300) |
Capital Stock Transactions
Capital Stock Transactions | 9 Months Ended |
Sep. 30, 2015 | |
Capital Stock Transactions | |
Capital Stock Transactions | Note I - Capital Stock Transactions Pursuant to the Plan affirmed by the U. S. Bankruptcy Court - Northern District of Texas - Dallas Division, the Company issued a sufficient number of Plan Shares to meet the requirements of the Plan. Such number was estimated in the Plan to be approximately 500,000 Plan Shares relative to each Post Confirmation Debtor. As provided in the Plan, 80% of the Plan Shares of the Company were issued to HFG in exchange for the release of its Allowed Administrative Claims, for the performance of certain services and the payment of certain fees related to the anticipated reverse merger or acquisition transactions described in the Plan. The remaining 20.0% of the Plan Shares of the Company were issued to other holders of various claims as defined in the Plan. The Company issued an aggregate 530,612 shares of the Companys new common stock to all unsecured creditors, including 400,000 shares issued to HFG in settlement of all unpaid pre-confirmation obligations of the Company and/or the bankruptcy trust. The 530,612 Plan Shares were issued pursuant to Section 1145 of the U.S. Bankruptcy Code. Effective October 4, 2011, as allowed under the Plan, HFG transferred its 400,000 Plan Shares to Halter Financial Investments, L.P. (HFI), a Texas limited partnership controlled by Timothy P. Halter, a former officer and director of the Company. On August 1, 2013, the Company entered into a share purchase agreement with Orsolya Peresztegi, pursuant to which she acquired 9.5 million shares at $0.001 per shares of the Companys common stock for a deferred payment of $9,500 received on December 30, 2013. As a result of this transaction, 10,030,612 shares of the Companys common stock are currently issued and outstanding. The Company relied upon Section 4(2) of the Securities Act of 1933, as amended, for an exemption from registration on these shares and no underwriter was used in this transaction. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events: | |
Subsequent Events | Note J - Subsequent Events Management has evaluated all other activity of the Company through the issue date of the financial statements and concluded that no subsequent events have occurred that would require recognition in the financial statements or disclosure in the notes to restated financial statements. |
Accounting Policies (Policies)
Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies (Policies): | |
Cash and Cash Equivalents, Policy | Cash and cash equivalents The Company considers all cash on hand and in banks, certificates of deposit and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents. |
Use of Estimates, Policy | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Income taxes, Policy | Income taxes The Company files income tax returns in the United States of America and various states, as appropriate and applicable. As a result of the Companys bankruptcy action, the Company is no longer subject to U.S. federal, state and local, as applicable, income tax examinations by regulatory taxing authorities for any period prior to August 1, 2007. The Company uses the asset and liability method of accounting for income taxes. At September 30, 2015 and December 31, 2014, respectively, the deferred tax asset and deferred tax liability accounts, as recorded when material to the financial statements, are entirely the result of temporary differences. Temporary differences generally represent differences in the recognition of assets and liabilities for tax and financial reporting purposes, primarily accumulated depreciation and amortization, allowance for doubtful accounts and vacation accruals, as well as the potential impact of any net operating loss carryforwards (s) and their potential utilization. The Company has adopted the provisions required by the Income Taxes topic of the FASB Accounting Standards Codification. The Codification Topic requires the recognition of potential liabilities as a result of managements acceptance of potentially uncertain positions for income tax treatment on a more-likely-than-not probability of an assessment upon examination by a respective taxing authority. As a result of the implementation of Codifications Income Tax Topic, the Company did not incur any liability for unrecognized tax benefits. |
Income (Loss) per share, Policy | Income (Loss) per share Basic earnings (loss) per share is computed by dividing the net income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the respective period presented in our accompanying financial statements. Fully diluted earnings (loss) per share is computed similar to basic income (loss) per share except that the denominator is increased to include the number of common stock equivalents (primarily outstanding options and warrants). Common stock equivalents represent the dilutive effect of the assumed exercise of the outstanding stock options and warrants, using the treasury stock method, at either the beginning of the respective period presented or the date of issuance, whichever is later, and only if the common stock equivalents are considered dilutive based upon the Companys net income (loss) position at the calculation date. As of September 30, 2015 and 2014, respectively, the Company had no outstanding stock warrants, options or convertible securities which could be considered as dilutive for purposes of the loss per share calculation. |
Schedule of Income Tax Expense
Schedule of Income Tax Expense Benefit (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Schedule of Income Tax Expense Benefit (Tables): | |
Schedule of Components of Income Tax Expense (Benefit) | The Company's income tax expense (benefit) for the nine months ended September 30, 2015 and 2014 varied from the statutory rate of 34% as follows: Nine Month Ended September 30, 2015 2014 Statutory rate applied to income before income taxes $ (9,500 ) $ (7,300 ) Increase (decrease) in income taxes resulting from: State income taxes Other, including reserve for deferred tax asset and application of net operating loss carryforward 9,500 7,300 Income tax expense $ - $ - |
Schedule of Deferred Tax Assets and Liabilities | This difference gives rise to the financial statement carrying amounts and tax bases of assets and liabilities causing either deferred tax assets or liabilities, as necessary, as of September 30, 2015 and December 31, 2014, respectively: September 30, December 31, Deferred tax assets 2015 2014 Net operating loss carryforwards $ 24,100 $ 14,600 Less valuation allowance (24,100 ) (14,600 ) Net Deferred Tax Asset $ - $ - |
Deferred tax assets or liabilit
Deferred tax assets or liabilities (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Deferred tax assets | ||
Net operating loss carryforwards | $ 24,100 | $ 14,600 |
Less valuation allowance | (24,100) | (14,600) |
Net Deferred Tax Asset | 0 | 0 |
Company has a net operating loss carryforward of approximately | $ 71,000 | $ 0 |
Organization (Details)
Organization (Details) - USD ($) | Apr. 15, 2015 | Aug. 01, 2013 |
ORGANIZATION AND DESCRIPTION: | ||
Acquired Common Stock Shares under share purchase agreement | 9,500,000 | |
Acquired Common Stock Value under share purchase agreement | $ 9,500 | |
Common Stock Shares Par Value under share purchase agreement | $ 0.001 | |
Common stock are currently issued and outstanding | 10,030,612 | |
Percentage of acquisition under share purchase agreement | 94.70% | |
Shares of the Company's common stock owned by HFG and HFI | 400,000 |
GOING CONCERN (Details)
GOING CONCERN (Details) - USD ($) | Sep. 30, 2015 | Aug. 01, 2013 |
GOING CONCERN: | ||
Company authorize the issuance of Shares of common stock | 100,000,000 | |
Company authorize the issuance of Shares of preferred stock | 10,000,000 | |
Company sold shares of restricted, unregistered common stock to Orsolya Peresztegi Halter | 9,500,000 | |
Value of shares of restricted, unregistered common stock to Orsolya Peresztegi Halter | $ 9,500 | |
Per share value of restricted stock issued | $ 0.001 |
RELATED PARTY TRANSACTION (Deta
RELATED PARTY TRANSACTION (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Related Party Transaction Details | ||
HFG and/or HFI collectively contributed approximately to support the Company's operations | $ 29,300 | $ 1,900 |
Valuation allowance (Details)
Valuation allowance (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Valuation allowance Details | ||
The valuation allowance for the deferred tax asset increased by approximately | $ 9,500 | $ 7,300 |
CAPITAL STOCK TRANSACTION (Deta
CAPITAL STOCK TRANSACTION (Details) - USD ($) | Sep. 30, 2015 | Oct. 04, 2011 |
CAPITAL STOCK TRANSACTION: | ||
Company issued a sufficient number of Plan Shares to meet the requirements of the Plan | 500,000 | |
Common stock was issued to holders of various claims | 530,612 | |
Shares issued under Share Purchase Agreement | 9,500,000 | |
Value of shares issued under Share Purchase Agreement | $ 9,500 | |
Per share value of shares issued under Share Purchase Agreement | $ 0.001 | |
Shares of common stock currently issued and outstanding | 10,030,612 | |
Percentage of the Plan Shares of the Company were issued to HFG | 80.00% | |
Percentage of the Plan Shares of the Company were issued to other holders of various claims as defined in the Plan | 20.00% | |
HFG transferred its Plan Shares to Halter Financial Investments, L.P | 400,000 |